ATTURRA LIMITED — M&A Activity 2022

Aug 10, 2022

Atturra Limited ABN 34 654 662 638

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ASX Announcement 11 August 2022

Cash & Scrip offer to Acquire MOQ Limited

Sydney, 11 August 2022 – Atturra Limited (ASX: ATA) ( Atturra ), a leading technology services business in designing, implementing, and maintaining IT solutions, advises that its wholly owned subsidiary, Atturra Holdings Pty Limited ( Atturra Holdings ), has increased the scheme consideration announced to the ASX on 5 August 2022 from an all cash offer of $0.06 per MOQ share to an offer of $0.07 per MOQ share, comprised of $0.055 in cash and $0.015 in fully paid ordinary shares in Atturra Limited ( New ATA Shares ), with the number of New ATA Shares to be determined by reference to a fixed value of $0.673899 per ATA Share, such value having been calculated by reference to the VWAP of ATA Shares for the 60 trading days up to 9 August 2022 (approximately 0.02226 New Atturra Shares)[(1)] , representing an increase in the value of the offer by 16.67%.

This increase is made under the matching right provision in accordance with clause 11.4 of the Scheme Implementation Deed dated 30 June 2022 in response to an MOQ Competing Proposal made by Brennan VDI Pty Ltd of $0.066 per MOQ share ( Brennan Offer ).

Atturra believes its offer is superior to the Brennan Offer as it provides MOQ shareholders a higher value for their MOQ shares, certainty of cash and an opportunity to retain continued exposure to the combined Atturra and MOQ business. Atturra also believes its offer is a better fit for MOQ employees, with plans for Atturra to substantially invest into the business of MOQ to focus on sustainable growth and a return to profitability and stabilisation.

The MOQ Directors (who collectively hold or control approximately 34.1% of the MOQ shares on issue as at the date of this announcement) have carefully considered Atturra's revised offer and unanimously recommend that MOQ shareholders vote in favour of the scheme as amended by the revised offer ( Revised Scheme ) in the absence of a Superior Proposal (as that term is defined in the SID) and provided that the Independent Expert concludes (and continues to conclude) that the Revised Scheme is in the best interests of MOQ shareholders. Subject to those same qualifications, each Director of MOQ intends to vote all MOQ shares they hold or control in favour of the Revised Scheme.

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This announcement has been authorised for release by the Board of Atturra Limited.

About Atturra:

Atturra is an ASX-listed technology business providing a range of enterprise advisory, consulting, IT services and solutions with a focus on local government, utilities, education, defence, federal government, financial services, and manufacturing industries. Atturra has partnerships with leading global providers including Microsoft, Boomi, Software AG, OpenText, Smartsheet, QAD, Infor and Solace and its clients are some of the largest public and private-sector organisations in Australia. For more information visit: www.atturra.com

Contact: Stephen Kowal CEO Atturra M: +61 2 8241 1725 E: stephen.kowal@atturra.com

1. Offer of $0.015 in Atturra Shares divided by 0.673899 (60-day Volume Weighted Average Price as at 09/08/22)